To
The Members of
The Baroda Rayon Corporation Limited
Your Directors are pleased to present the 63rd Annual Report and the Audited
Statement of Accounts for the year ended 31st March, 2023. The Financial
results are shown as below.
Financial Results
(Rs. In Lakhs)
Particulars |
31.03.2023 |
31.03.2022 |
Income from Sales |
5844.00 |
NIL |
Other Income |
2518.11 |
4098.08 |
Total Income |
8362.11 |
4098.08 |
Less: Expenditure |
(17911.57) |
(32724.90) |
Profit/(Loss) before interest, depreciation and tax |
26273.68 |
36822.98 |
Less : Depreciation |
3.20 |
NIL |
Interest |
671.13 |
612.95 |
Earlier year tax |
NIL |
NIL |
Profit/(Loss) before exceptional/extraordinary item |
25599.35 |
36210.03 |
Exceptional/Extraordinary Item |
(1674.98) |
(1248.54) |
Profit/(Loss) after Taxes |
27274.33 |
37458.57 |
Other comprehensive income |
NIL |
NIL |
Total comprehensive income |
27274.33 |
37458.57 |
Review of Operations
Your company is currently operating in Real Estate Segment. A summary of ongoing
projects as on March 31, 2023 has been detailed in the Management Discussion and Analysis
Report which forms part of the Annual Report.
Your companys revenue income is Rs. 5,844.00 lakhs as compared to NIL revenue of
previous year. Other income of Rs. 2,518.11 lakhs consist of Profit on sale of
assets & Interest on Fixed deposits and dividend. Net profit for the year is Rs.
27,274.33 lakhs as against profit of Rs. 37,458.57 lakhs in the previous year. As per
revised valuation report obtained by the management from Government Approved Valuer there
is an increase of Rs. 23,340.50 lakhs in the stock in trade which is credited to
increase/decrease in stock and retained earnings have been created in Other Equity as per
Ind AS- 16. Company has obtained fresh valuation report in view of prevailing Ready
Reckonor Rate / Circle Rate approved by the local municipal authority. These resulted in
change in inventory and total expenditure of your company is Rs. (17,911.57) lakhs as
against Rs. (32,724.90) lakhs in previous year.
Dividend
The Board of Directors of your company, have not proposed any dividend to be paid for
the F.Y. 2022-23. Transfer to Reserves
The Board of Directors of your company has decided not to transfer any amount to the
Reserves for the year under review.
Share Capital
As at March 31, 2023, and as at the date of this report, the authorized share capital
of the company is Rs. 150,00,00,000 (Rupees One Hundred and Fifty Crores only) divided
into 13,00,00,000 eq. shares of 10/- each and 2,00,00,000 preference shares o^10/- each.
The paid up capital of the company is Rs. 22,91,13,590/- (Rupees Twenty Two Crores Ninety
One lakhs Thirteen Thousand Five Hundred and Ninety Only) divided into 2,29,11,359 eq.
shares of Rs. 10/- each.
During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.
Change in nature of business
During the year under review, there is no change in the nature of business of the
company. However company has started its business in its new segment of Real Estate.
Material changes and commitment affecting the financial position of the company
occurred between the end of the financial year to which this financial statements relate
and the date of the report
Your company has entered a Loan Agreement/MOU dated 10th August, 2023 to
avail financial assistance/loan from Nanavati Ventures Limited upto Rs. 4.5 Crores (Rupees
Four Crore and Fifty Lakhs Only) for business purposes.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:?
a) in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2023 and of the profit of
the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ‘going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively except the one stated in audit report; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.
Public Deposits
During the financial year 2022-23, your Company has neither accepted nor renewed any
fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposits) Rules, 2014.
Moreover, deposits of Rs. 1.95 lakhs which were under litigation before EXE
SM-EXECUTION PETITION no. 21/2016 filed at SMALL CAUSE COURT, SURAT before the 2nd Addl.
Judge was also disposed off during the year. There are no outstanding deposits as on 31st
March, 2023.
Directors and key managerial personnel
As on 31st March, 2023 your company has 6(Six) Directors, which includes
2(Two) Executive Directors, 1(One) Non-Executive Director & 3(Three) Independent
Directors.
In accordance with the provisions of the Act and the Articles of Association of the
Company, Mr. Viral Bhavani (DIN- 02597320), retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment.
The Board recommends his re-appointment for the consideration of the Members of the
Company at the ensuing Annual General Meeting. Brief profile of Mr. Viral Bhavani has been
given in the Notice convening the Annual General Meeting.
Mrs. Vidhya Bhavani (DIN-07159576), liable to retire by rotation was reappointed as
director in the 62nd AGM held on 28th September, 2022.
Mr. Viral Bhavani (DIN-02597320) was appointed as Non-Executive Director of the company
in the 61st AGM held on 29th September, 2021. He was further
appointed as Whole Time Director of the company at the 62nd AGM held on 28th
September, 2022.
The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and Section 203
of the Companies Act, 2013 are as follows:
(i) Mr. Damodarbhai Patel |
- Chairman & Managing Director |
(ii) Mr. Viral Bhavani |
- Whole Time Director |
(iii) Mr. Jugal Kishore Jakhotia |
- Chief Financial Officer |
(iv) Mr. Kunjal Desai |
- Company Secretary |
Disclosure relating to Remuneration and Nomination Policy
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy may be accessed from companys website at
http://brcl.in/UploadedFile/Policies/01042019105617498.pdf
Independent Directors Meeting
Independent Directors of the Company had met during the year under review, details of
which are given in the Corporate Governance Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and Individual Directors pursuant to the provisions of the Companies Act,
2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of Committees,
effectiveness of Committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the
Individual Directors on the basis of the criteria such as the contribution of the
Individual Director to the Board and Committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Director and Non-Executive Director.
The same was discussed in the Board Meeting that followed the meeting of the Independent
Directors, at which the performance of the Board, its Committees and Individual Directors
was also discussed. Performance evaluation of Independent Directors was done by the entire
board, excluding the Independent Director being evaluated.
Meetings
The details of the number of Board and other Committee meetings of your Company are set
out in the Corporate Governance Report which forms part of this Report.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) and 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies
on their declaration of independence.
Committees of the Board
There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Details of all the Committees along with their charters, composition and meetings held
during the year, are providedin the “Report on Corporate Governance”, a part of
this Annual Report.
Corporate Governance Report
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Companys Auditors
confirming compliance forms an integral part of this Report.
Management Discussion and Analysis Report
The Managements Discussion and Analysis Report provides a perspective of economic and
social aspects material to your Companys strategy and its ability to create and sustain
value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read
with Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis
Report capturing your Companys performance, industry trends and other material changes
with respect to your Company forms an integral part of this Report.
Auditors:
A. Statutory Auditors
M/s. Kansariwala & Chevli, Chartered Accountants, Surat, (Firm Reg. No. 123689W),
were appointed as Statutory Auditors of the company in the 58th AGM of the
company for a period of 5 years from the conclusion of 58th AGM till the
conclusion of 63rd AGM.
The observations made by the Auditors and managements view are as under.The Auditors
has not reported any matter of an offence of fraud to the Company required to be disclosed
under Section 143(12) of the
Companies Act, 2013.
Further, the Audit Committee and the Board of Directors of the company has recommended
in their meeting held on 30th May, 2023 for appointment of M/s. Kansariwala
& Chevli, Chartered Accountants, Surat (Firm Reg. No. 123689W) as Statutory Auditors
of the company for a second term of 5 (five) years i.e. from the conclusion of this AGM
till the conclusion of 68th AGM of the company.
Audit Observations and management response for the Standalone Financial Statements for
the Financial Year ended on 31.03.2023 -
Sr. Audit Observation No. |
Management Remark |
1 Attention is drawn to Note 33(i) to the statement regarding non
provision of interest on loan of Rs. 197,76,91,423/- of overdue debts availed under the
Modified Draft Restructuring Scheme (MDRS) till March, 2023. These stipulated overdue
debts were not settled due to legal hurdle. Now the Company is in process to create the
security of overdue unsecured loans along with the secured loans, which shall rank
paripassu, with existing debt if any, after the interest is finalized on negotiation with
lenders. Since the interest is not ascertained it is not provided in the books. To that
extent the reported profit is overstated and other equity balance is overstated. |
Interest will be finalized at the time of settlement of the amount. |
B. Secretarial Auditor
Mr. Manish Patel, Practicing Company Secretary, Surat was appointed to conduct the
secretarial audit of the Company for the financial year 2022-23, as required under Section
204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY
2022-23 forms part of the Annual Report as “Annexure A” to the Boards
report. There are secretarial Audit qualifications for the year under review.
The Board has appointed Mr. Manish Patel, Practicing Company Secretary, as secretarial
auditor of the Company for the financial year 2023-24.
The qualification, reservation or adverse remarks as contained in Secretarial Audit
Report and Management view on it are as under.
Sr. Secretarial Auditors Qualification, Reservation or No. adverse
remarks |
Management Remark |
1 Sec. 138 of Companies Act, 2013 regarding non appointment of
Internal Auditor during the period. |
Company was in search of suitable candidate for the appointment of
Internal Auditor. However company has appointed M/s. Patel and Associates, Chartered
Accountants (FRN-130005W) as internal auditor for FY 2023-24 on 14.08.2023. |
2 Non-filling of Form INC-28 regarding order of National Company Law
Appellate Tribunal (NCLAT) |
The company ensures to comply the same. |
3 Reg. 14 of SEBI (LODR) Regulations, 2015 regarding non-payment of
Listing fees within prescribed time limit as the Company has paid Annual Listing fees for
FY 2022-23 to BSE on 05.05.2022. |
As the Company was suspended at BSE, invoice was not generated within
time limit. The Company ensures to pay fees in due time limit in future. |
4 Reg. 31(2) of SEBI (LODR) Regulations, 2015 regarding non holding of
equity shares of promoters and promoter group in dematerialized form. |
The promoters and promoter group of the Company are in process of
getting their equity shares in demat form. |
5 Reg. 39 of SEBI (LODR) Regulations, 2015 regarding non submission of
information regarding loss of Share Certificates. |
The Company has not received intimation regarding loss of share
certificate of one shareholder from RTA and hence not filed with the stock exchange. |
6 Reg. 48 of SEBI (LODR) Regulations, 2015 regarding non Compliance of
Ind AS - 32 : Interest is not ascertained on unsecured Loan. |
Interest will be finalized at the time of settlement of the amount. |
7 SEBI/HO/CFD/DCR1/ CIR/P/2018/85 regarding non submission of
information in time with Designated Depository. |
The company has inserted data timely, however rectification was made
by entering names as per PAN and hence date visible on CDSL is the last modified date. The
Company ensures the compliance of the same in future. |
6 SEBI Circular CIR/MRD/DP/10/2015 dated 5thJune, 2015
regarding Mismatch of Distinctive Number Range (DNR) of Shares with Share Capital as per
record of the BSE and the Company. |
DNR of equity shares are now matched with the Share Capital as per
record of the BSE and the Company The Demat account of Promoter Mr. Samarjitsinh
Ranjitsigh Gaekwad and Director Mr. Bhavanji Haribhai Patel were unfreeze on 15.04.2021
and 06.04.2022 respectively. |
Related Party Transactions
During the financial year 2022-23, there were no transactions with related parties
which qualify as material transactions under the Listing Regulations and that the
provisions of section 188 of the Companies act, 2013 are not attracted. Thus disclosure in
form AOC-2 is not required. Further, there were no material related party transactions
during the year under review with the Promoters, Directors or Key Managerial Personnel.
The details of this policy may be accessed from companys website at
http://brcl.in/UploadedFile/Policies/02042022130733309.pdf
Loans, Guarantees and Investments
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as
follows:
A). Details of investments made by the Company as on 31st March, 2023
(including investments made in the previous years) (in equity shares):
(Rs. in lakhs)
Name of Company |
Amount as at 31st March. 2023 |
*ICICI Bank Ltd. |
- |
*Surat Jilla Sahakari Kharid Vechan Sangh Limited |
- |
Hindustan Oil Exploration Co. Ltd. |
0.56 |
Thai Baroda Industries Ltd. |
574.85 |
Advaita Trading Pvt. Ltd. |
24.50 |
The Mehsana Urban Co-operative Bank Ltd. |
5.00 |
Surat National Co-operative Bank Ltd. |
22.51 |
The Sutex Co-operative Bank Ltd. |
37.50 |
DSP Mutual Fund |
1.30 |
Total |
666.22 |
*Amount is negligible.
B) . There are no loans given by your Company in accordance with Section 186 of the
Companies Act, 2013 read with the Rules issued thereunder.
C) . There are no guarantees issued by your Company in accordance with Section 186 of
the Companies Act, 2013 read with the Rules issued thereunder.
Conservation of Energy. Technology Absorption and Foreign Exchange Earnings & Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, are as under -
(A) Conservation of Energy:
The production and manufacturing activities in textile segment are not carried on by
the Company and due to that no usage of energy. Hence, no steps are taken by the Company
for conservation of energy.
(B) Technology Absorption:
The company has not imported any technology during the year and as such there is
nothing to report.
(C) Foreign Exchange Earnings and Outgo: (Rs. In Lakhs)
|
31.03.2023 |
31.03.2022 |
Foreign Exchange Earnings |
NIL |
NIL |
Foreign Exchange Outgoings |
NIL |
NIL |
Compliance Certificate
A certificate from the Auditors of the company regarding compliance of conditions of
Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached to this report.
Compliance with Secretarial Standards
Your Directors confirm that the Secretarial Standards issued by the Institute of
Company Secretaries of India, as applicable to the Company, have been duly complied with
except those mentioned in Secretarial Audit Report.
Annual Return
In terms of the provisions of Section 92 and Section 134 of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return of your
Company as on 31st March 2023 is available on Companys website and can be
accessed at
http://brcl.in/UploadedFile/Reports/21072023152045036.pdf
Annual Secretarial Compliance Report
Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February, 2019, your
Company has submitted the Secretarial Compliance Report of the Company for the financial
year ended on 31st March, 2023 issued by Mr. Manish R. Patel, Practicing
Company Secretary, (Certificate of Practice No. 9360), Surat with BSE Limited within the
prescribed time period. Annual Secretarial Compliance Report issued by Practicing Company
Secretary is available on the website of the company at
http://brcl.in/UploadedFile/SecretarialCompliance/29052023164711125.pdf
Cash Flow Analysis
The Cash Flow Statement for the year under reference in terms of Regulation 34 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the
Annual Report.
Vigil Mechanism / Whistle Blower Policy
The Company has established a vigil mechanism and formulated the Whistle Blower Policy
(WB) to deal with instances of fraud and mismanagement, if any. The details of the WB
Policy are explained in the Corporate Governance Report and also posted on the website of
the Company http://brcl.in/UploadedFile/Policies/01042019105944274.pdf. No complain was
received during the year.
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has formulated and implemented a policy on
prevention of sexual harassment at the workplace with a mechanism of lodging complaints
and the same is posted on the website of the company
http://brcl.in/UploadedFile/Policies/14082018230416478.pdf. Your company has not received
any complaint on sexual harassment during the financial year 2022-23.
Disclosure on Maintenance of Cost Audit
Pursuant to the rules made by the Central Government of India, the Company is not
required to maintain cost records as specified under Section 148(1) of the Act in respect
of its products. Since there are no manufacturing activities since August 2008, the
Company has not maintained the same.
Risk Management
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
Listing on stock exchange
The Companys shares are listed at the BSE Limited but trading in equity shares was
suspended. However, BSE Ltd. vide its notice no. 20220520-39 dated May 20, 2022 had
revoked the suspension in trading of Equity Shares of Target Company w.e.f. May 30, 2022.
Particulars of Employees
The statement of disclosure of remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (the Rules) are set out as "Annexure
- B” to the Boards Report.
The statement of disclosures and other information as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) and (3) of the Rules is forming part of this
Report. However, as per second proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Rules, the Report and Financial Statement are being sent to the Members
of the Company excluding the statement of particulars of employees under Rule 5(2) of the
Rules. Any Member interested in obtaining a copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.
Corporate Social Responsibility
As per the provisions of the Companies Act, Corporate Social Responsibility was not
applicable during the F.Y. 2022-23.
With the revised valuation obtained from Government Approved Valuer, there is an
increase in the stock in trade which is credited to increase/decrease in stock and
retained earnings as a result there is an increase in Net profit of the company.While
computing net profit as per section 198, credit shall not be given to such increase and as
a result the average net profit of the last three financial years of the company comes to
negative and hence the company is not required to spend CSR amount.
Details on internal financial controls related to financial statements
Your Company has adopted accounting policies which are in line with the Indian
Accounting Standards prescribed in the Companies (Indian Accounting Standards) Rules, 2015
that continue to apply under Section 133 and other applicable provisions, if any, of the
Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in
accordance with generally accepted accounting principles in India.
Internal Auditor
During the year, your company had not appointed internal auditor. However M/s. Patel
& Associates, Chartered Accountants, (FRN - 130005W), Surat were appointed on 14th
August, 2023 as internal auditors of the company for F.Y. 2023-24.
Significant / Material orders passed by the regulators
M/s. Advance Engineering Services, operational creditor of the company had filled
Company Appeal (AT)(Ins)/222/2021 with National Company Law Appellate Tribunal (NCLAT),
New Delhi against the order of NCLT dated 27.01.2021.
NCLAT vide its order dated 13.05.2022 has rejected the appeal stating that the
appellant has not been able to establish the extension of limitation as required under
Section 18 of the Limitation Act and has disposed off.
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year
During the year under review, the Company has neither made any application nor any
proceeding is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).
Valuation
During the year, there were no instances of Onetime Settlement with any Banks or
Financial Institutions. Industrial Relations
During the year under review, the relations with the most valuable human resources of
the company remained cordial and peaceful. Your Directors wish to place on record their
appreciation for the devoted services rendered by the staff of the company.
General
a) Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise; and
b) Your company has not issued any sweat equity shares.
c) Your Company does not have any ESOP scheme for its employees/Directors.
Acknowledgement and Appreciation
Your Directors wish to place on record their appreciation towards all associates
including Customers, Collaborators, Strategic Investors, Government Agencies, Financial
Institutions, Bankers, Suppliers, Shareholders, Employees and other who have reposed their
confidence in the company during the period under review.
Your Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers and staff, which enable the Company to
deliver a good all-round record performance.
By order of the Board of Directors
|
Damodarbhai B Patel |
Place: Surat |
Chairman & Managing Director |
Date: 29th August, 2023 |
DIN:00056513 |
+91-9892691696
